This Beta Test Non-Disclosure Agreement (“Agreement”) is made and entered into between ________ (“Participant”) and _______ (“Manufacturer”), and is effective as of the date of acceptance by the Participant.
Participant is an individual or business that desires to participate in “________”, which provides access to confidential materials or services currently in development by Manufacturer. Manufacturer wishes to obtain the benefit of Participant’s services and reports as a beta tester of Manufacturer’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
- Confidential Information.
“Confidential Information” means all information, whether written or oral, and in any form (including, without limitation, software (in source or object code), engineering documents, manuals, reports, designs, drawings, plans, flowcharts, program listings, data file printouts, processes, component part listings and prices, product information, new product plans, sales and marketing plans and/or programs, and pricing information) relating to Manufacturer’s beta-tested products or services which is disclosed either directly or indirectly to Participant.
- Software a Trade Secret
The software is proprietary and a valuable trade secret of the Company. It is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall maintain Software in the strictest confidence. Tester will not, without Company’s prior written consent:
- disclose any information about Software, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than Tester’s employees who are performing the testing and who shall be subject to non-disclosure restrictions at least as protective as those set forth in this Agreement;
- copy any portion of Software or documentation, except to the extent necessary to perform beta testing; or
- Reverse engineer, decompile or disassemble Software or any portion of it.
- Security Precautions
Tester shall take reasonable security precautions to prevent Software from being seen by unauthorized individuals whether stored on Tester’s hard drive or on physical copies such as CD-ROMS, diskettes or other media. Tester shall lock all copies of Software and associated documentation in a desk or file cabinet when not in use.
- Amendment:
This Agreement may be amended or modified only by a written agreement, duly signed by both the Participant and the Manufacturer.
- Notices:
Any notice or communication under this Loan must be in writing and sent via In-Person Delivery only.
- No Waiver:
Manufacturer shall not be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by Manufacturer of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
- Severability:
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.
- Assignment:
Participant shall not assign this Agreement, in whole or in part, without the written consent of Manufacturer. Manufacturer may assign all or any portion of this Agreement with written notice to Company.
- Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________________, not including its conflicts of law provisions.
- Disputes:
Any dispute arising from this Agreement shall be resolved in the courts of the State of ____________________.
- Entire Agreement:
This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements of the parties, whether oral or written, with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above.
Name of Manufacturer
Signature
Name of Company
Signature
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